EXHIBIT 5.1
OPINION OF PIPER RUDNICK LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
main 410.580.3000 fax 410.580.3001
June 6, 2002
Anworth Mortgage Asset Corporation
1299 Ocean Avenue
Suite 200
Santa Monica, California 90401
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Maryland counsel to Anworth Mortgage Asset
Corporation, a Maryland corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement (the "Registration Statement") on
Form S-3 (File No. 333-85036) filed with the Securities and Exchange Commission
(the "Commission"), including the preliminary prospectus included therein (the
"Prospectus"), for offering and sale by the Company from time to time of up to
$200,000,000 aggregate initial offering price of Securities (as defined below).
This opinion is being provided at your request in connection with the filing of
the Registration Statement.
As used herein, the term "Securities" includes (i) shares of common
stock of the Company, par value $0.01 per share ("Common Shares"), and (ii)
whole or fractional shares of preferred stock of the Company, par value $0.01
per share ("Preferred Shares"), including Preferred Shares that are convertible
into Common Shares. The Registration Statement provides that the Securities may
be offered separately or together, in separate series, in amounts, at prices,
and on terms to be set forth in one or more supplements to the Prospectus
contained in the Registration Statement (each, a "Prospectus Supplement"). The
Registration Statement includes a Prospectus Supplement (the "Offering
Prospectus Supplement") relating to the offer and sale of up to 6,900,000 Common
Shares (the "Offered Shares").
In rendering the opinion expressed herein, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(a) The Registration Statement, including the Prospectus and
the Offering Prospectus Supplement, in the form filed with the
Commission.
(b) The charter of the Company (the "Charter"), as in effect
on the date hereof, certified by the Department of Assessments and
Taxation of the State of Maryland (the "MSDAT"), and bylaws of the
Company (the "Bylaws"), as amended and restated and in effect on the
date hereof, of the Company.
(c) Certified resolutions of the Board of Directors of the
Company relating to the authorization of the filing of the Registration
Statement and of the Securities and the Offered Shares.
(d) A short-form good standing certificate for the Company,
dated a recent date, issued by the MSDAT.
(e) A Certificate of Secretary of the Company, dated the date
hereof (the "Certificate"), as to certain factual matters.
(f) Such other documents as we have considered necessary to the
rendering of the opinions expressed below.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company (and for purposes of the documents referred to
below, to be executed by parties other than the Company), we have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite action, corporate or other, and the valid execution and delivery by
such parties of such documents and the validity, binding effect, and
enforceability thereof with respect to such parties. As to any facts material to
this opinion, we have relied solely upon the Certificate.
With respect to Securities other than the Offered Shares, we further
assume that:
(a) The issuance, sale, amount, and terms of Securities to be
offered and sold from time to time by the Company will be authorized
and determined by proper action of the Company's Board of Directors (or
where permitted, a committee of the Company's Board of Directors) in
accordance with the Company's Charter and Bylaws and applicable law
(each, a "Board Action") and will not result in a default under or
breach of any agreement or instrument binding upon the Company, or any
affiliates or subsidiaries of the Company and so as to comply with any
requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company.
(b) Prior to the issuance of any Common Shares or Preferred
Shares, there will exist, under the Company's Charter, the requisite
number of authorized but unissued Common Shares or Preferred Shares, as
the case may be, including the requisite number of Common Shares
issuable upon conversion of any convertible Preferred Shares, and that
all actions necessary to the creation of any such Preferred Shares,
whether by amendment to the Company's Charter or by classification or
reclassification of existing authorized but unissued shares of capital
stock and the filing of Articles Supplementary, will have been taken.
(c) Appropriate certificates representing Common Shares or
Preferred Shares will be executed and delivered upon issuance and sale
of any Common Shares or Preferred Shares, and will comply with the
Company's Charter and Bylaws and applicable law.
(d) The underwriting, subscription or purchase agreements for
offerings of any Securities (each, an "Underwriting Agreement," and
collectively, the "Underwriting Agreements") will constitute the
legally valid and binding obligations of the parties enforceable in
accordance with their terms and will conform to the description thereof
set forth in the Prospectus or the applicable Prospectus Supplement.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion and advise you that:
(1) The Offered Shares have been duly authorized and, upon
issuance and delivery of certificates for such Offered Shares against
payment therefor as authorized by the Board of Directors and in
accordance with the terms of the Registration Statement, the Prospectus
and the Offering Prospectus Supplement, will be validly issued, fully
paid and non-assessable.
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(2) The Common Shares (including the Common Shares issued
pursuant to the conversion of one or more series of Securities
convertible into Common Shares but excluding the Offered Shares) will
be duly authorized, validly issued, fully paid, and non-assessable upon
(i) due authorization by Board Action of an issuance of the Common
Shares (including the Common Shares issuable pursuant to the conversion
of one or more series of Securities convertible into Common Shares) and
(ii) issuance and delivery of certificates for such Common Shares
against payment therefor in accordance with the terms and provisions of
the applicable Board Action, the Registration Statement (as declared
effective under the Securities Act), the Prospectus or the applicable
Prospectus Supplement and, if applicable, an Underwriting Agreement.
(3) The Preferred Shares (including any Preferred Shares
issuable pursuant to the conversion of one or more series of Securities
convertible into Preferred Shares) will be duly authorized, validly
issued, fully paid, and non-assessable upon (i) due authorization by
Board Action of an issuance of any Preferred Shares (including any
Preferred Shares issuable pursuant to the conversion of one or more
series of Securities convertible into Preferred Shares) and (ii)
issuance and delivery of certificates for shares of such Preferred
Shares against payment therefor in accordance with the terms and
provisions of the applicable Board Action, the Registration Statement
(as declared effective under the Securities Act), the Prospectus or the
applicable Prospectus Supplement and, if applicable, an Underwriting
Agreement.
In addition to the qualifications set forth above, this opinion is
subject to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. To the extent that any documents
referred to herein are governed by the laws of a jurisdiction other than
Maryland, we have assumed that the laws of such jurisdiction are the same as the
laws of the State of Maryland. This opinion concerns only the effect of the laws
(exclusive of the securities or "blue sky" laws and the principles of conflict
of laws) of the State of Maryland as currently in effect. This opinion is
limited to the matters set forth herein, and no other opinion should be inferred
beyond the matters expressly stated. The foregoing opinion is rendered as of the
date hereof. We assume no obligation to update such opinion to reflect any facts
or circumstances which may hereafter come to our attention or changes in the law
which may hereafter occur.
We hereby consent to (i) the reference to this firm under the caption
"Legal Matters" in the Prospectus and the Offering Prospectus Supplement forming
a part of the Registration Statement and (ii) the filing of this opinion as an
exhibit to the Registration Statement. Allen Matkins Leck Gamble & Mallory LLP
is authorized to rely on this opinion as if it were addressed to them solely for
the purpose of rendering their opinion to be filed as Exhibit 8.1 to the
Registration Statement. This opinion is furnished to you for your use in
connection with the Registration Statement.
Very truly yours,
PIPER RUDNICK LLP
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